Whichever one the amalgamating resolutions say keeps its shares — a horizontal short-form amalgamation lets the drafters choose, and that choice carries the surviving company's articles, name and stated capital forward.
Short answer
A horizontal short-form amalgamation under the CBCA lets two or more wholly-owned subsidiaries of the same parent combine without the usual amalgamation-agreement and shareholder-approval steps, as long as the corporate resolutions cancel all but one subsidiary's shares. Whichever subsidiary's shares are NOT cancelled is the one that survives — its articles, its stated capital and, by default, its name carry forward, and that choice is made by whoever drafts the resolution.
CBCA s.184(2) permits “two or more wholly-owned subsidiary corporations of the same holding body corporate” to amalgamate “without complying with sections 182 and 183 if… the resolutions provide that (i) the shares of all but one of the amalgamating subsidiary corporations shall be cancelled… (ii)… the articles of amalgamation shall be the same as the articles of the amalgamating subsidiary corporation whose shares are not cancelled…” CBCA s.184(2) The subsidiary whose shares survive is, by that same clause, the one whose articles become the amalgamated corporation's articles — the survivor choice and the governing-articles choice are the same decision.
CBCA s.186 sets the effect once the certificate issues: the amalgamated corporation “continues to be liable for the obligations of each amalgamating corporation,” and “the property of each amalgamating corporation continues to be the property of the amalgamated corporation.” CBCA s.186(b)-(c) Liabilities and property flow through regardless of survivor — the survivor CHOICE decides which company's articles, name and existing contracts carry forward as the counterparty of record.
OBCA s.177(2) largely mirrors the CBCA mechanism but adds a condition with no federal counterpart: the resolutions must also comply with a by-law condition at s.177(2)(b)(i.1). A short-form amalgamation drafted straight off the CBCA template can miss a step nothing federal would flag.
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